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or (c) any other properly exercised termination right granted to Buyer pursuant to the terms of
<br />this Agreement.
<br />(c) Buyer shall be entitled, but not required, to extend the Initial Option Term
<br />for one period of an additional one hundred eighty (180) days after the expiration of the Initial
<br />Option Term by (i) providing written notice to Seller not less than thirty (30) days prior to
<br />expiration of the Initial Option Term and (ii) paying directly to Seller the Second Option
<br />Payment prior to the expiration of the Initial Option Term, which payment shall be non-
<br />refundable to Buyer (except under the terms by which the First Option Payment is refundable to
<br />Buyer) and shall not apply to, but shall be in addition to, the Purchase Price.
<br />2.4 CloSinu. If Buyer timely exercises the Option, at the Closing, the Seller and the
<br />Individuals, as applicable, shall sell, convey, assign, transfer and deliver to the Buyer, and the
<br />Buyer shall purchase, acquire and accept from the Seller or the Individuals, as applicable, free
<br />and clear of all Liens (other than Permitted Liens), all of the Seller's or the Individuals' right,
<br />title and interest in and to the following described assets (the "Purchased Assets"):
<br />(a) all licenses, permits, authorizations and other approvals issued by any
<br />federal, state or local judicial, legislative, executive or regulatory authority pertaining to the
<br />Owned Real Property and the Water Rights (each a "Governmental Authority', and all
<br />pending applications therefor (collectively, the "Governmental Permits");
<br />(b) all of the real property described on Exhibit A attached hereto and
<br />incorporated herein by reference (the "Owned Real Property"), including any buildings,
<br />structures, improvements and fixtures located on any Owned Real Property, and all Water
<br />Rights;
<br />(c) all deposits (including security deposits), prepayments, warranties,
<br />guarantees, refunds, causes of action, and similar rights of compensation of every kind and
<br />nature of the Seller or the Individuals to the extent used in, or related to, the Owned Real
<br />Property (excluding in all cases the Excluded Assets); and
<br />(d) all materials (including materials subject to attorney-client privilege),
<br />documents and records of the Seller and its Affiliates or the Individuals that are: (i) primarily
<br />related to the Purchased Assets or the Assumed Liabilities or (ii) are necessary for the Buyer to
<br />defend against claims or to assert claims against third parties.
<br />2.5 Excluded Assets. Notwithstanding anything in this Agreement to the contrary,
<br />the Seller or the Individuals shall retain all right, title and interest in and to all other properties,
<br />rights, interests and other assets of the Seller or the Individuals of every nature, kind and
<br />description, wherever situated, that are not Purchased Assets, including the assets listed below
<br />(the "Excluded Assets"):
<br />(a) the names "Jemadojin, LLC", "Jemadojin", "Jemadojin Sand Mine"
<br />and any and all similar names and derivatives thereof, including trade names, domain name
<br />registrations, service marks, and trademarks related thereto;
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